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Month: May 2017

“Notwithstanding anything to the contrary contained in this Agreement,…” this is the ultimate trump clause. By adding this provision, if later or earlier in the document you say something to the contrary, it is automatically trumped by the contradictory statement that comes after this phrase!

“The [Enter Party’s Name] understand, acknowledges and agrees to ….” I use this phrase when I want to convey that the opposing party is fully aware of what is going on – and they cannot find a way to back out if they do not like the term later when the deal is signed, sealed and delivered.

“[Enter Party’s Name] shall not unreasonably withhold, condition or delay such [consent/approval]…” This clause is great, when you understand that the other party’s consent/approval is important, but want to make sure that they do not delay, condition or unreasonably withhold such consent or approval.

“Except as provided in [name document]….” or “Subject to the terms and conditions in [insert document name]…“= I use this phrase when I want to limit my client’s liability in regards to knowing something they should know, or to exclude items contained in another document. I often use this phrase when I am limiting the Lender’s right to go after my client for environmental stuff, or when I want to limit Seller’s liability for knowing environmental conditions on their property. For example, “Except as provided in that certain Phase I, dated April 1, 2016, issued by Environmental Guys, Inc., to the best of Seller’s knowledge, Seller is unaware of any hazardous environmental conditions contained on the property.

“including, but not limited to, the following…” = I use this phrase when I am making a list of items that I expressly want to include, but I also don’t want to cut my client’s rights off to other items not named.

“…which consent shall be held in [enter party’s name] sole and absolute discretion…” = this is a great phrase to use when you want your client to obtain the right to consent or deny something the other party is requesting withouthaving a valid reason.

“To the best of [enter party’s name] knowledge,” when you are making reps and warranties to the other side you always want to sneak this in front of what ever sort of rep/warranty you are giving the other side.

When I first started, the above clauses seemed so FOREIGN and “deal” specific, but then as I turned more and more contracts and agreements, I realized they aren’t deal specific and are usually needed in each and every agreement in some form or fashion. Just by knowing these few phrases, you will have a jump start on making your initial edits, and make who ever hired you incredibly happy to know that he/she hired someone who knows SOMETHING, as opposed to nothing.

Can you think of any other phrases that you come across everyday that are missing in my little list? If so, please feel free to share them below in the comments section.

My first job out of law school was at a midsize law firm – and when I say midsize I mean a small law firm- there were only 20 lawyers. I KNEW NOTHING when I started. My internships did very little in regards to training me on how to be a transactional lawyer– so all of my training was ON THE JOB TRAINING. You can only imagine how long every task took – and how I always thought I was JUST ABOUT TO BE LET GO with every single mistake I made (and, oh god, I made so many). Each time I “fell”, I felt so dumb – but, luckily, I knew I had to get back up and take another crack at it. I remember I use to have this list taped to my desk of “MISTAKES TO NEVER MAKE AGAIN“. I wish I could teach a “PRACTICING LAW FOR NEW LAWYERS 101” class at local law schools or teach a college course on just being a legal intern / paralegal. Seeing as colleges probably don’t want to hire me for the 101 course (just yet), I thought I would share a few tips and tricks on starting your career at a law firm.

ALWAYS DOUBLE CHECK ALL ENTITY NAMES. I had to learn this by being shamed. An incredibly kind (sarcasm) lender’s counsel taught me that THE SLIGHTEST COMMA AND AND PERIOD contained in an entities name had to mimic what the business entity website said for the entity. (You can double check this by Google-ing: “Business entity search [name the state the entity is formed in/incorporated in]” click on the state’s certain website for searching for such entity and type in the entity’s name. Look at how the entity’s name appears, does it say “Walmart, LLC”, “Walmart LLC” or “Walmart, L.L.C.” THOSE ARE THREE DIFFERENT WAYS TO PRESENT THE ENTITY’S name. Be sure you are using the version stated on the Secretary of State’s website.)

ADDING AND SUBTRACTING DATES. This website needs to be your best friend: Calendar Counter . When you first start out at any law firm as a transactional attorney, they usually have you calendar dates and summarize a deal in a table format. I remember when I first started, I ACTUALLY COUNTED 60 days on my little calendar by hand, until an older associate told me about the website referenced above.

WHOM TO CARBON COPY (CC): When you are responding to an email – you respond to everyone on the chain who is CC-ed. Don’t add personal assistants, unless someone in your office confirms otherwise, and just double check if you’re unsure, but do not do it unless you are sure.

ANTICIPATE QUESTIONS YOUR PARTNER OR SENIOR ASSOCIATE MAY ASK. This will make your life easier, but pretend you are the partner or senior associate, and ask yourself, what you would like to know in regards to the deal, and make sure to know that information, because more often then not, they will want to know. Always know when diligence expires and when closing must happen and when MONEY IS NONREFUNDABLE (AKA: HARD).

DOUBLE CHECK ALL TIME SCHEDULES & NUMBERS. The dumbest mistake you can make is getting the Purchase Price wrong, or the deposit wrong, when it is blatantly written out in the Letter of Intent (“LOI”) for a deal. After you’re done drafting, literally print out the LOI and cross of everything that you have added, make sure you have a valid reason for not adding the other stuff in the LOI that you did not cross off.

HOW TO HANDLE COMMENTS TO YOUR WORK. When a certain shareholder/partner provides comments to your work, implement each comment and cross it off or highlight their comment so you know that you have incorporated it into the document. Also, next time you do a similar project for this certain shareholder/partner make sure those stylistic comments (even if you do not agree with them) are incorporated into the document.

CREATE A SMALL CTRL+F LIST. If you need to delete a defined term, or delete a clause, etc. create a list of items to search for in the document so you know you have adequately removed it after you are done drafting it.

SUMMARIZE THE DEAL. I know work at a large firm, but at the smaller firm I never summarized the deal. My emails always said “Attached please find the revised clean and redlined copy of the ___________”. At this firm, a shareholder mentioned that clients really liked deal summaries, so its something that I have incorporated into my practice. For example, you do not need to LAY OUT EVERY DETAIL, just picture deal points. “As I understand the deal, the Purchase Price is _____, you have ___ days to conduct due diligence and closing will occur ____ days after the expiration of the due diligence period. If you fail to terminate then your deposit, in the amount of $_____ goes hard, and you have to deposit an additional $______.” For purchase and sale contracts you don’t need to do this as much since there is an LOI for lease agreements I realized summaries are great to make sure the client understands the deal.

CHARTS. At my last firm, I use to draft “Negotiation Charts”. Basically a table where, I lay out the Section, the revision made by the opposing party and another column for my client’s position. This was a great way to quickly go through all of the changes made by the opposing party and to make sure all the changes are adequately addressed and not left out on our call. During the call, after we discuss each issue, I quickly jotted the client’s position so I knew exactly what change to make. Similarly, after implementing each change, I would place a little check by the section number to make sure I had addressed the issue.

DRAFT EMAILS. I do this a lot more at my current job then my old job, but I often type up draft emails I would send to the client for the partner/shareholder to review prior to sending it off to the client. I do this at this firm a lot, because I don’t know the client’s yet, and I don’t know what I have the authority to say and what I do not have the authority to say —so, I found that draft emails are great to confirm these issues. A while ago, I emailed a client and told him that he needed to deposit his earnest money, since if he did not the Seller could terminate the contract. I later got an email from the shareholder saying I shouldn’t EVER TELL THE CLIENT that they are in breach of the contract, since it’s alarming, and I should be gentler about it. Had I simply sent him a draft email, I would have saved myself from his stern email – but my bad —you live and learn. So, I definitely WON’T be drafting an email like that again.

CONFIRM THE FORM OR ASK FOR THE FORM. When you are told to draft a particular item, and the shareholder/partner/senior associate do not provide you with a form, either grab a quick form off of your system and say, “would it be okay to work off of the attached?” or “Do you have a particular form you would like me to use?”. This is key! Sometimes certain clients have certain forms & other times certain shareholders have certain forms – so MAKE SURE TO CONFIRM PRIOR TO GETTING STARTED.

KNOW THE FACTS/DEAL. At orientation at my new law firm, the leading lawyer said something which I wish I were told when I started my career “As a young lawyer, shareholders/partners/senior associates do not expect you to know the law, however, they do expect you to know the deal. Your job as a young attorney is to know the deal in and out, and as you progress in your career you will learn the law.”

Like all jobs, the practice of law has its ups and downs. Some days you are flying high and the client and your partner love you. Other days, when you receive a draft of your work back, you wonder if you can even read correctly(?). Just remember, it’s the PRACTICE OF LAW: mistakes are bound to happen, just fix it, get back up and make a mental note to NEVER MAKE THE MISTAKE AGAIN.

Peace, Love & Happiness.

PRACTICE POINTS is a series on my blog all about being a young associate at a law firm. I am navigating the seas of law firm culture, etiquette & work product. Join me as I share a few personal stories, so you can know the things I wish I had known when I was you!

Memorial Day Weekend. The Memorial day holiday is about a few hours away & I cannot wait for the long weekend to start. Thinking about the long weekend and how I will be lucky enough to spend it with my husband, made me think about how lucky I am! Here is the thing, I feel like I am thankful for so many people and things in my life, who God willing, will always be staples in my life.

Why be thankful for the “Basics”? I was fortunate enough to have this “thankful” attitude as a little girl, since my mom and dad would ALWAYS tell me to be thankful for the things I had, when I would be whining about wanting a Game Boy, new clothes, or something random like Pokemon cards. My parents would say, “Don’t look at what you don’t have, but look at what you do have – and don’t compare your needs to those above you, but compare your needs to those below you.” I think my best friend Summar can testify, but I never felt like I was missing out on anything, I never asked for TOO much, and for the most part I had the things I wanted (I didn’t want or ask for toomuch, so getting most things off the list was easy). I had friends who grew up super privileged, but I never thought about the stuff they had vs what I had – I just felt happy for them and wanted to probably admire their items (I still kind of do this – I have close friends show me hauls of things, and I love watching YouTube hauls – especially the luxury ones). That being said, there were still times I wanted better things or something super special (like I drove a really annoying car in undergrad, and when my friends had sexier cars – trust me I wanted a sexier a car – but I mean I would forget my little grievances after like 10 minutes of whining and complaining about it).

When did I become thankful for being “thankful”? Every time I face a tough situation or a few tough days, I do this thing where I take out my hardly used paper agenda, and I write 5 things I am thankful for. My list usually starts off like so (sample from Feb. 21, 2017):

my Nespresso

my Nespresso pods

A friend who is an immigration lawyer, who was helping another friend out

Thankful for certain shareholders in my firm who did a great job explaining the deal in great detail (if you’re a young lawyer you know how nice it is to have all of the facts laid out on the front end then getting it piece by piece).

my husband

I do this for a few days, and like MAGIC, everything in my life just gets better. I stop focusing on lame situations and people, and suddenly, I feel upbeat and positive again. Once, I am at a 100%, or even 80%, I usually get lazy and stop making the lists, but just by making a little gratitude list, I feel like the universe rewards me and makes everything rosy again!

Have you ever tried gratitude lists? Have you ever tried making a gratitude list? What were your thoughts? I know my list above seems silly, but being appreciative makes the world and others around you want to do even more for you! At least, I notice that is how I respond. When someone expects me to do something nice for them – I’m not that into it, but when someone is grateful and appreciative, with no expectation, it almost motivates me to continuously do more for them (I have a feeling the universe works similarly).

I would love to hear about the things you list and also the things you do to stay positive 🙂 feel free to share below or link your page below 🙂

Everyone is kind and pleasant. Right? When you grow up and think about becoming an adult, you get this false sense that everyone around you will act kindly, be pleasant, and put in their fair share of effort. As you enter the work force, most people are like this – they are helpful, kind and pleasant. However, every now and then you may encounter a thorn in your dozen roses.

Just like a thorn on a rose – you don’t throw the rose away, you just deal with it. Dealing with this unpleasant person is tough. Trust me I get it. Dealing with the issue is even tougher. It’s tough because you don’t want to seem like one of those people that is constantly complaining, or seem too sensitive, and as a woman, I have this incessant need to be liked by everyone (do people like to be disliked??), but I have learned a few things that will hopefully help you:

Sometimes it is in your head. Sometimes you may think someone is acting a certain way towards you, because you are projecting your own insecurities on this person. You’re fine. The preson is fine. The thorn is actually a budding flower.

Who CARES? Who cares if this person does not like you? Who cares? Let it go, and just understand that you do not like everyone and everyone will not like you. I do not like President Trump, and, frankly I am sure if he saw a picture of me, he would not like me either, but who cares – sometimes you just have to say this a million times to yourself. The “WHO CARES” mantra should be amplified when this thorn of a person does not impact your ability to move up the ladder (i.e. if you are a doctor and a particular nurse is annoying or you’re a manager and one of your technicians isn’t that pleasant or upbeat).

Tough Conversations. Sometimes it is a good idea to have tough conversations. These conversations should not be a hostile thing, and you should go into them with a positive attitude and with you knowing your faults prior to the conversation so you can hear and acknowledge the other persons issues and not be caught off guard or feel SUPER defensive when they are brought up. You should also have a plan or a rough idea of things this person and you can do to make the experience better for one another and to alleviate any potential issue that could arise in the future.

Quarantine. This goes along with the “Who Cares?” point, but sometimes the best method of this is coming to terms with it, acknowledging it, and then telling yourself to limit your interaction with this individual. For example, no need for small talk -pleasantries like “Hi”& “Hello” are sufficient. Smile and head on over to your desk. After a few weeks of this, you’ll be numb to this person and their energy and it won’t bog you down!

Make a Friend. Make an office friend. Seriously. Did you know that making one good friend in the office makes your experience at work 50% better. REPEAT: 50% BETTER. You can even confide about that annoyingly rude co-worker with your work friend – and one day you’ll be thankful for the the annoyingly rude co-worker that provides all of the laughs between you and your work best friend!

The six (6) – Twelve (12) Month Rule. Although, I’ve been fortunate enough to never come close to encountering this rule, I imagine, if this person is your boss/supervisor, you can’t necessarily use the “Who Cares” method or the quarantine method, however you can stick it out for 6 – 12 months, reassess the situation and then jump ship. Just remember to always be kind & professional, because this person will be apart of your resume and does have the ability to say something unkind about you and this persons words can impact your future. Prior to jumping ship, obviously line up another job – but this time when you’re selecting your job, assess the environment and the people a little more carefully. LOL

Kind. Kind. Kind. I get it. You’re sick of me saying “Kind” but ALWAYS REMEMBER TO NOT LET THIS PERSON CONTROL YOUR DAY, YOUR EMOTIONS OR YOUR THOUGHTS. You are such a wonderful person, and just because someone isn’t acting to the degree or standard of kindness that you would like them to, doesn’t give YOU THE RIGHT TO BE RUDE or to act like them. You should not let it impact your identity and who YOU are. You are above the situation and them, so act accordingly.

REMEMBER. Use these unpleasant experiences to shape and monitor the way you act and react. When you are in a position of authority and one day you have a young associate or medical student, remember what it was like to be in their shoes, reflect on it and act accordingly – treat them like you would have wanted to be treated.

I hope my tips and tricks are helpful. The work place is a much better place to be when everyone is professional, plays nice, is friends and laughs. It makes waking up in the morning a little easier and makes the day go by faster. Good luck with everything friends!

Peace, Love & Laughter 🙂

JOIN ME ON MY SERIES CALLED “POOF: YOU ARE AN ADULT!” and feel free to suggest other topics to address! I loved writing the above, even though it’s a little lengthier than what most people would prefer!

So during the months of October and November of 2016, I had the BIGGEST burden on my shoulders: I was packing my Atlanta life up and moving to Kansas City. As you know, moves are NEVER as simple or easy, but this move was a little trickier since I was moving from my very own 1 bedroom 1 bath condo to a 2 bedroom 2 bath condo.

My place. You’re probably wondering, “Whats the big deal? You now have another room and bathroom?” Although, the prior statement is true, the sheer size of my Atlanta place came with SO MUCH STORAGE SPACE. For example, I had a full size pantry, a walk-in closet, a linen closet, big bathroom with 6 pull out drawers, and a coat closet. Yup. I was cozy. Yup. I had filled everything up to the brim. Yup. I still used so many of those space bags for my seasonal clothes and linens.

His place. My husband’s place was nice. “Pent House” LOL. I mean it technically is the pent house, but by no means is it a pent house. It is just a regular unit in his building that is on the top floor. The view is great, the kitchen has an awesome large granite block to make preparing food and eating meals awesome and welcoming, we both have nice sized walk-in closets (same size as my old place) and we each have our own bathrooms. That being said, our bathrooms are super small, we don’t have the extra pantry or coat closet, and both of the bedrooms are smaller. We use one room as the office and the other as our primary bedroom.

What’s the problem again? So the problem was/is that I had SO MUCH CRAP and I was keeping things for the sake of “keeping memories” or keeping clothes that I would “one day wear”.

Minimalism. One day out of know where it seems, along came this idea of cutting things down and minimalism. I probably stumbled across the idea of minimalism when I Youtubed a de-cluttering my closet video, and then I became enthralled by them and needed to watch more and more. I, by no means, relinquished all of my goods, but I did let go of a SUBSTANTIAL amount of things. It felt AWESOME. Here is a list of reasons why I love MINIMALISM and why I hope you will embrace it as well:

Unflattering. I have said this in a million other posts, but love those that love you, and get rid of those items that you do not love and that you do not love. What does this mean – it means, if you KNOW something in your closet is UNFLATTERING, then let it go. Also, if something has bleach stains or holes in it let it go (super easy trick of initial letting things go).

Commitment Phob Bag. If you are having issues letting go, get a nice brown bag or large plastic bag (even a garbage bag if you can’t find something that fits the bill for the earlier items) and place it in your closet. Go through your clothes that you haven’t worn in the past year or so, and literally put it in this bag, and tell yourself, that if you do not get it out of this bag within 6 months or a 12 months then you know its okay to donate.

Declutter your closet. Declutter your life. When I was in college and later in life, and I always found the act of decluttering to be incredibly symbolic. When I faced tough situations in life (transitional phases), I would always clear out ANY AND ALL old reminders as a way for me to make room for new memories and new reminders. The process of letting it go physically, enabled me to let it go mentally.

Be Selective. Next time you go shopping be INCREDIBLY selective about what you buy. I am SUPER into buying a few quality items (at a cost) that I will wear a 1,000 times, then buying a ton of cheap items that I will wear 3 times. I treat my clothes gently (AKA: cold water wash, hang dry, and only wash when needed). What is the point of having fast fashion & cheap items, when you only wear them a few times and then a month from now you’re like, “This doesn’t fit well”, or “After I washed it the items looks weird”. You’re better off buying something that LOOKS amazing on you, so that you know when you wear it you’ll look and feel your best.

MAKEUP/SKIN CARE/HAIR CARE. You do not need a million products. You don’t. Use what you have – FINISH IT ALL UP. Seriously – those dumb samples– just finish them – you don’t need to save them for a trip you’ll go on in 3 months and 3 days. If you do need the samples then, you can run out and grab them – but as for now finish your junk up. Also, MAKE UP PALETTES – I get that you want to own the latest palettes, but really think hard about the purchase before doing so. Like so many girls – I have enough palettes to where if any new palettes come – I could some how assemble it based off the palettes I’ve already purchased. Make up goes bad – don’t do dumb impulse buys. JUST DON’T.

Now that you have let stuff go. Don’t run to the store to fill up this space. Keep it empty. Did you know that the more stuff you have the more stress you feel. Keeping things simple, will allow you to be less stressed (its apparently proven). This is also great on your wallet too! I feel bad that I came to these realizations later in life, since I am pretty sure I could have saved my parents a nice chunk of change, had I come to this realization sooner.

PRACTICE ALL OF THE ABOVE. You know, I don’t have the latest make-up products or the trendiest clothes, but I do have a staple camel colored cashmere vest that I love (and I will be wearing it 5 years from now), I have block heels that are comfortable and cute (I can wear them to work and out to a nice dinner), and I have the cutest quilted black bag (that will never go completely out of style). I am a classic girl (okay – some may say basic). Although, your counter may be, “I don’t want to be like everyone else” my rebuttal to you would be, “Your clothes are apart of your identity, and should not be your identity.” You are so much more then the cotton, wool, cashmere, leather and polyester draped around your body, you have real thoughts and you can take real action – people should know you for your acts of kindness and generosity, and not the fact that you are sporting a cold-shoulder top this summer or will be showing some side-boob. (DEUCES).

I have really enjoyed embracing minimalism. It is a lifestyle I am fortunate enough to choose. I know that if my husband and I ever fell on hard times, we would be fine and still look cute with all of our quality items

If you want to know more about minimalism, then feel free to check out the following YouTube videos:

One of the toughest parts about getting older seems to be having to watch your parents become older. I am fortunate enough to have an incredibly close relationship with my parents and, simultaneously, I have an incredibly unique relationship with my parents, since I have always considered myself their protector and interpreter of western culture.

My parents moved to this country from India. My dad got a head start by coming here in the late 70’s. Whereas my mom, finally came with my siblings around the late 80’s. Seeing as my dad went to school here and obtained a PhD and Masters, it only makes sense that he has mastered the language and western “culture” more than my mother. He has an accent, but not as strong as my mother, and he can communicate fluently [and apparently effectively, since he has obtained awesome opportunities throughout the years in his career].

My mother, she is a different story. To a certain extent, my mom didn’t need to master the language, she ran an ethnic story in the early 90’s (no language barriers there) and worked in some sort if I.T. testing division in the late 90’s and early 2000’s. She dabbled in day care before and after the I.T. position, but working with little kids did not necessarily require her to “learn” the language or the culture.

So now, my parents are getting older – whats the big deal? So growing up when it was just me and my mom running an errand, I would try to make sure the store clerk was talking to me, so that I could interpret the information over to my mom. I did this with simple things and more complicated things (like car issues or calling manufacturers in regards to warranties on home appliances), but I remember going to college and having this thought, “how will my mom communicate her needs effectively or understand third parties without me?” I gave my mom little or no credit, and I gave myself a LOT of credit. My mom did fine, she didn’t need me [as much as I had lead myself to believe]. I put this thought of her inability to communicate in my own head.

I remember coming home for Christmas break one year and intentionally being quiet at the store so I could witness the interaction. I thought the store clerk could have been kinder, but, I guess from his point of view my mom’s tone when trying to speak English does not always come off as lovable, since she is more focused on trying to get the right words and conjugation out.

I created my own problem. I, like many of you, LOVE helping my parents! I love them – they are wonderful humans, who continue to do a lot for me and everyone else around them. So as an adult I see myself trying to revert to my old ways of simply doing things for them, but at the same time this is not as sustainable since I live in a different time zone, married and a young lawyer at a large firm [who by the way is studying for the Missouri Bar].

For example, the other day my mom wanted me to send her the address of a salon near her, so I got off a call with my husband, while at Target running errands, Googled the salon and sent her the address. See the issue with this is that this is something she could have easily done, but I have reinforced her to believe that she cannot. So this morning, she told me the salon was closed [she said it in a way where it was closed forever]- I said why don’t you Google it again and try to give them another call. She hesitated, but with a little subtle encouragement she did it! She called them – made an appointment, now knows they are closed on Mondays, and even rescheduled her appointment after a second call!

This whole article was initially geared towards writing about aging parents , but it ended up turning into an article about my mother– Happy Mother’s Day -I guess! I am amazed by how awesome she is, and I am learning to understand that our mother-daughter relationship needs to evolve and is evolving. We are both learning new things. I am learning to teach my mother how to catch fish, and she learning to not be afraid of catching the fish [broad -broad overstatement- since she does A LOT without me – but I like giving myself more credit sometimes].

I am sure many of you struggle with these same scenarios and situations, and I would love to hear about how you handle things. Feel free to comment below – interested in your thoughts.

Initially I was a little nervous about it – thoughts like “What are you doing?” and “You’re an attorney not a vlogger” crossed my mind, along with other thoughts of colleagues stumbling upon it or random acquaintances tuning in- but then I thought, I have always put myself out there, and this was NO exception. I have always wanted to do YouTube, but my own fears of what others would think seemed to ALWAYS hold me back. Just like this space, I have no idea if it will be dedicated to one aspect of my life, or will grow into something where I can experiment with my hobbies and interests. We shall see. I hope that you will join me a long for the ride, and I hope that you will try something of your comfort zone soon too :).